Seller Insurance has the meaning set forth in Section 5.06.
Seller Insurance. Proceeds shall have the meaning given to it in Article 15.5;
Seller Insurance is defined in Section 4.20.
Examples of Seller Insurance in a sentence
Nothing in this Section 6.14 affects rights of the Buyer Indemnified Parties to be indemnified under Section 8.3. This Agreement shall not be construed to waive any right or remedy of any member of Seller Group in respect of any Seller Insurance Policy.
Approvals required in connection with the Seller Insurance Filings shall have been obtained.
The minimum coverage of the Seller Insurance shall be One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate.
As promptly as possible, Seller shall make the Seller Insurance Filings with governmental agencies in connection with the transactions contemplated hereby.
The Seller Insurance coverage shall be retroactive such that it covers all periods prior to the Closing Date, as applicable, and shall remain in effect for at least three years from the Closing Date.
More Definitions of Seller Insurance
Seller Insurance means the BFGoodrich Insurance Policies in effect on and before the Closing Date, in excess of Seller's applicable self-insured retention amounts. From and after the Closing Date, Seller agrees to provide Company and its Affiliates with continuing access as an insured party to Seller Insurance, subject always to the terms, conditions and limitations thereof, which are applicable to insurable claims and litigation asserted against Company and its Affiliates as of the Closing Date. Seller shall be solely responsible for notification of the underwriters of the Seller Insurance and thereafter for the management of claims and litigation asserted against Company and its Affiliates prior to, on or within thirty (30) days after the Closing Date. Provided however, that Seller may, in its sole discretion, elect to purchase tail insurance coverage which shall be reasonably acceptable to Buyer and which will provide the same level and quality of coverage to Company and its Affiliates as would have otherwise been provided by the Seller Insurance ("Tail Insurance"). In the event Seller elects to so provide the Tail Insurance, Company and its Affiliates shall not have any access to the Seller Insurance after the Closing Date. The foregoing does not constitute, and shall not be construed to constitute, an independent assumption, assurance, guarantee or indemnity of any nature whatsoever by Seller with respect to claims and litigation asserted against Company and its Affiliates as of the Closing Date. Seller will also provide on or before the Closing Date an IBNR (incurred-but-not-reported) claims insurance policy reasonably acceptable to Buyer, and if the cost thereof exceeds $1.7 million, then the excess cost thereof shall be paid by Buyer; provided however, that if the terms thereof as notified to Buyer on or before December 20, 1996 are not reasonably acceptable to Buyer, then Buyer may elect to purchase its own policy in lieu thereof; in the event of such election, the Purchase Price shall be reduced by $1.7 million.
Seller Insurance has the meaning specified in Section 8.7(a).
Seller Insurance has the meaning given to it in clause 18.2;
Seller Insurance. Section 2.1(k) "Selling Parties" preamble "Seller Plans" Section 3.20 "Specified Buyer Termination" Section 9.2 "Stock Transfer Power" Section 2.7(b) "Trade Secrets" Section 2.1(f) "Welfare Plan" Section 3.20 "Works" Section 2.1(b)
Seller Insurance. As defined in Section 7.5.
Seller Insurance means the BFGoodrich Insurance Policies in effect on and before the Closing Date, in excess of Seller's applicable self-insured retention amounts. From and after the Closing Date, Seller agrees to provide Company and its Affiliates with continuing access as an insured party to Seller Insurance, subject always to the terms, conditions and limitations thereof, which are applicable to insurable claims and litigation asserted against Company and its Affiliates as of the Closing Date. Seller shall be solely responsible for notification of the underwriters of the Seller Insurance and thereafter for the management of claims and litigation asserted against Company and its Affiliates prior to, on or within thirty (30) days after the Closing Date. Provided however, that Seller may, in its sole discretion, elect to purchase tail insurance coverage which shall be reasonably acceptable to Buyer and which will provide the same level and quality of coverage to Company and its Affiliates as would have otherwise been provided by the Seller Insurance ("Tail Insurance"). In the event Seller elects to so provide the Tail Insurance, Company and its Affiliates shall not have any access to the Seller Insurance after the Closing Date. The foregoing does not constitute, and shall not be construed to constitute, an independent assumption, assurance, guarantee or indemnity of any nature whatsoever by Seller with respect to claims and litigation asserted against Company and its Affiliates as of the Closing Date."
Seller Insurance. As defined in Section 7.5. "Seller Loans" As defined in Section 2.4. "Seller's Knowledge" The actual knowledge of the Persons listed in Schedule 1(a)(v)(A) after due inquiry of the individuals listed in Schedule 1(a)(v)(B). "Selling Subsidiaries" The Asset Selling Subsidiaries and the Share Selling Subsidiaries. "Senior Employee" As defined in Section 4.15(c). "Separate Intellectual Property" As defined in Section 2.1(j)(vii). "September 2006 Statement of Net Assets" As defined in Section 4.6. "Share Purchase Agreements" The Share Purchase Agreements to be executed between the Seller, the Selling Subsidiaries and the Buyer (or their designees) at the Closing, substantially in the form of Exhibits 2.1. "Shares" As defined in the Preamble, and which term shall be deemed to include, from and after the date of the consummation, if any, of the applicable Spin-Off, all of the outstanding capital stock of Nutrition Canada, Nutrition Italy and Nutrition Brazil. "Share Selling Subsidiaries" The Subsidiaries of the Seller listed in Schedule 1(a)(vi). "Significant Countries" United States, Spain, Germany, Japan, Canada, France, Australia, Italy, Taiwan and Brazil. "Signing Date" The date of this Agreement set forth on the title page. "Spin-Offs" As defined in the Preamble. "Statutory Accounts" The audited statutory accounts of: (i) Nutrition SAS, Nutrition GmbH Germany and Nutrition AB for the fiscal years ended 31 December 2004 and 2005 and (ii) Nutrition GmbH Austria for the fiscal year ended 31 December 2005. "Straddle Period" Any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.